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Prospectus [Rule 424(b)(3)]

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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-207147

MERGER PROPOSEDYOUR VOTE IS VERY IMPORTANT

Dear Shareholder of National Penn Bancsh ares, Inc.:

On August 17, 2015, National Penn Bancshares, Inc., or National Penn, and BB&T Corporation, or BB&T, entered into an Agreement and Plan of Merger, which we refer to as the merger agreement, under which BB&T will acquire National Penn in a stock and cash transaction.

Under the terms of the merger agreement, National Penn will merge with and into BB&T, which we refer to as the merger, with BB&T surviving the merger as the surviving corporation. Immediately following the merger, National Penn Bank, National Penns wholly owned bank subsidiary, will merge with and into Branch Banking and Trust Company, BB&Ts wholly owned bank subsidiary, which we refer to as the bank merger, with Branch Banking and Trust Company surviving the bank merger. If the merger contemplated by the merger agreement is completed, for each share of National Penn common stock you own, you will have the right to receive, at your election, subject to the proration and allocation procedures set forth in the merger agreement, either (i) $13.00 in cash, which we refer to as the cash consideration or (ii) 0.3206 shares of BB&T common stock, which we refer to as the stock consideration. The cash consideration and the stock consideration is referred to collectively as the merger consideration.

The total number of shares of National Penn common stock (including shares subject to National Penn restricted stock awards, National Penn restricted stock unit awards and National Penn deferred stock unit awards that will settle in connection with the merger) that will be converted into the cash consideration is fixed at 30% of the total number of shares of National Penn common stock outstanding immediately prior to the completion of the merger (including shares subject to National Penn restricted stock awards, National Penn restricted stock unit awards and National Penn deferred stock unit awards that will settle in connection with the merger), and the remaining 70% of shares of National Penn common stock will be converted into the stock consideration. Based on the number of shares of National Penn common stock outstanding on October 20, 2015, we expect that the payment of the stock portion of the merger consideration will require BB&T to issue approximately 32,690,684 shares of BB&T common stock in connection with the merger. Holders of shares of National Penn common stock (including shares subject to National Penn restricted stock awards, National Penn restricted stock unit awards and National Penn deferred stock unit awards that will settle in connection with the merger) as of immediately prior to the closing of the merger will hold, in the aggregate, approximately 4% of the issued and outstanding shares of BB&T common stock immediately following the closing of the merger (including shares received in respect of equity awards and without giving effect to any shares of BB&T common stock held by National Penn shareholders prior to the merger).

The value of the cash consideration is fixed at $13.00, but the value of the stock consideration will fluctuate as the market price of BB&T common stock fluctuates before the completion of the merger, and may be more or less than the value of the stock consideration on the date of the special meeting or at the time an election is made, and may be more or less than the value of the cash consideration at the completion of the merger. Based on the average closing stock price of BB&T common stock on the New York Stock Exchange, which we refer to as the NYSE, for the twenty trading days ending on August 17, 2015, the last full trading day before the public announcement of the merger, of $40.55, the value of the stock consideration was $13.00. Based on the closing stock price of BB&T common stock on the NYSE on August 17, 2015, of $40.19, the value of the stock consideration was $12.88. Based on the closing stock price of BB&T common stock on the NYSE on October 20, 2015, the latest practicable date before the mailing of this proxy statement/prospectus, of $36.75, the value of the stock consideration was $11.78. You should obtain current stock price quotations for BB&T common stock and National Penn common stock before you vote. BB&T common stock is quoted on the NYSE under the symbol BBT. National Penn common stock is quoted on The NASDAQ Stock Market LLC under the symbol NPBC.

The merger cannot be completed unless National Penn shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast as of the close of business on October 20, 2015, the record date for the special meeting, vote in favor of the approval of the merger agreement at the special meeting.

The special meeting of National Penn shareholders will be held on December 16, 2015 at the Renaissance Allentown Hotel, Ballroom, 12 North Seventh Street, Allentown PA 18101, at 8:00 a.m. local time.

Your vote is very important, regardless of the number of shares of National Penn common stock you own. To ensure your representation at the National Penn special meeting, please take time to vote by following the instructions contained in this proxy statement/prospectus and on your proxy card. Please vote promptly whether or not you expect to attend the National Penn special meeting. Submitting a proxy now will not prevent you from being able to vote in person at the National Penn special meeting.

National Penns board of directors unanimously recommends that National Penn shareholders vote FOR the proposal to approve the merger agreement and FOR the other matters to be considered at the National Penn special meeting. In considering the recommendation of the board of directors of National Penn, you should be aware that certain directors and executive officers of National Penn will have interests in the merger that may be different from, or in addition to, the interests of National Penn shareholders generally. See the section entitled Interests of National Penns Directors and Executive Officers in the Merger beginning on page 91 of the accompanying proxy statement/prospectus.

This proxy statement/prospectus describes the special meeting of National Penn shareholders, the merger, the documents relating to the merger and other related matters. Please read carefully the entire proxy statement/prospectus, including the section entitled Risk Factors beginning on page 31, for a discussion of the risks relating to the proposed merger, and the Annexes and documents incorporated by reference into the proxy statement/prospectus.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact D.F. King & Co., Inc., National Penns proxy solicitor, by calling toll-free at (877) 732-3620.

Sincerely,

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE MERGER OR OTHER TRANSACTIONS DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT/PROSPECTUS OR THE SECURITIES TO BE ISSUED PURSUANT TO THE MERGER UNDER THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS NOR HAVE THEY DETERMINED IF THE ACCOMPANYING PROXY STATEMENT/ PROSPECTUS IS ACCURATE OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The securities to be issued in connection with the merger are not savings accounts, deposits or other obligations of any bank or savings association and are not insured by the Federal Deposit Insurance Corporation or any other governmental agency.

The accompanying proxy statement/prospectus is dated October 23, 2015 and is first being mailed to National Penn shareholders on or about October 27, 2015.

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

Dear Shareholder of National Penn Bancshares, Inc.:

You are cordially invited to attend a special meeting of National Penn shareholders. The special meeting will be held on December 16, 2015, at the Renaissance Allentown Hotel, Ballroom, 12 North Seventh Street, Allentown PA 18101 local time, at 8:00 a.m., to consider and vote upon the following matters:

The record date for the special meeting is October 20, 2015. Only shareholders of record as of the close of business on October 20, 2015 are entitled to notice of, and to vote at, the special meeting. All shareholders of record as of that date are cordially invited to attend the special meeting in person. Approval of the merger proposal requires the affirmative vote of National Penn shareholders entitled to cast at least a majority of the votes that all shareholders are entitled to cast. The proposal to approve the merger-related executive compensation requires the affirmative vote of the holders of a majority of the votes cast by all National Penn shareholders entitled to vote thereon; however, such vote is advisory (non-binding) only. The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement requires the affirmative vote of a majority of the votes cast by all National Penn shareholders entitled to vote thereon, whether or not a quorum is present.

National Penns board of directors has unanimously adopted and approved the merger agreement and the transactions contemplated thereby, including the merger, has determined that the merger agreement and the transactions contemplated thereby, including the merger, are fair to and in the best interests of National Penn and its shareholders, and unanimously recommends that National Penn shareholders vote FOR the proposal to approve the merger agreement, FOR the proposal to approve the merger-related executive compensation, and FOR the proposal to approve adjournment of the special meeting if there are insufficient votes at the time of the special meeting to approve the merger agreement . In considering the recommendation of the board of directors of National Penn, you should be aware that certain directors and executive officers of National Penn will have interests in the merger that may be different from, or in addition to, the interests of National Penn shareholders generally. See the section entitled Interests of National Penns Directors and Executive Officers in the Merger beginning on page 91 of the accompanying proxy statement/prospectus.

Your vote is very important, regardless of the number of shares of National Penn common stock that you own. We cannot complete the merger unless National Penns shareholders approve the merger agreement.

Even if you plan to attend the special meeting in person, National Penn requests that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or Internet prior to the special meeting to ensure that your shares of National Penn common stock will be represented at the special meeting. If you hold your shares in street name through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee to vote your shares. If you fail to submit a proxy or to attend the special meeting and vote in person or do not provide your bank, brokerage firm or other nominee with instructions as to how to vote your shares, as applicable, your shares of National Penn common stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote against the approval of the merger agreement.

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, PLEASE COMPLETE, DATE, SIGN AND RETURN, AS PROMPTLY AS POSSIBLE, THE ENCLOSED PROXY CARD IN THE ACCOMPANYING PREPAID REPLY ENVELOPE, OR SUBMIT YOUR PROXY BY TELEPHONE OR THE INTERNET. IF YOU ATTEND THE SPECIAL MEETING, REQUEST A REVOCATION OF YOUR SUBMITTED PROXY AND VOTE IN PERSON, YOUR VOTE BY BALLOT WILL REVOKE ANY PROXY PREVIOUSLY SUBMITTED.

If you have any questions regarding the accompanying proxy statement/prospectus, you may contact D.F. King & Co., Inc., National Penns proxy solicitor, by calling toll-free at (877) 732-3620.

REFERENCES TO ADDITIONAL INFORMATION

This proxy statement/prospectus incorporates important business and financial information about National Penn and BB&T from other documents that National Penn and BB&T have filed with the U.S. Securities and Exchange Commission, which we refer to as the SEC, and that are contained in or incorporated by reference into this proxy statement/prospectus. For a listing of documents incorporated by reference into this proxy statement/prospectus, please see the section entitled Where You Can Find More Information beginning on page 113 of this proxy statement/prospectus. This information is available for you to review at the SECs public reference room located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SECs website at www.sec.gov.

You may request copies of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning National Penn, without charge, by telephone or written request directed to:

Attention: Shareholder Services

National Penn Bancshares, Inc.

645 Hamilton Street, Suite 1100

Allentown, Pennsylvania 18101

(610) 861-3983

You may also request a copy of this proxy statement/prospectus and any of the documents incorporated by reference into this proxy statement/prospectus or other information concerning BB&T, without charge, by telephone or written request directed to:

Attention: Shareholder Services

BB&T Corporation

150 South Stratford Road, Suite 300

Winston-Salem, North Carolina 27104

(336) 733-3065

In order for you to receive timely delivery of the documents in advance of the special meeting of National Penn shareholders to be held on December 16, 2015, you must request the information no later than five business days prior to the date of the special meeting, by December 9, 2015.

The proxy statement/prospectus is also available on National Penns website at www.nationalpennbancshares.com under the heading SEC Filings and then under Documents. The information on National Penns website is not part of this proxy statement/prospectus. References to National Penns website in this proxy statement/prospectus are intended to serve as textual references only.

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC by BB&T (File No. 333-207147), constitutes a prospectus of BB&T under Section 5 of the Securities Act of 1933, as amended, which we refer to as the Securities Act, with respect to the shares of common stock, par value $5.00 per share, of BB&T, which we refer to as BB&T common stock, to be issued pursuant to the Agreement and Plan of Merger, dated as of August 17, 2015, by and between BB&T and National Penn, as it may be amended from time to time, which we refer to as the merger agreement. This document also constitutes a proxy statement of National Penn under Section 14(a) of the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act. It also constitutes a notice of meeting with respect to the special meeting, at which National Penn shareholders will be asked to consider and vote upon the approval of the merger agreement.

BB&T has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to BB&T, and National Penn has supplied all information contained or incorporated by reference into this proxy statement/prospectus relating to National Penn.

You should rely only on the information contained in or incorporated by reference into this proxy statement/prospectus. BB&T and National Penn have not authorized anyone to provide you with information that is different from that contained in or incorporated by reference into this proxy statement/prospectus. This proxy statement/prospectus is dated October 23, 2015, and you should not assume that the information contained in this proxy statement/prospectus is accurate as of any date other than such date. Further, you should not assume that the information incorporated by reference into this proxy statement/prospectus is accurate as of any date other than the date of the incorporated document. Neither the mailing of this proxy statement/prospectus to National Penn shareholders nor the issuance by BB&T of shares of its common stock pursuant to the merger agreement will create any implication to the contrary.

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TABLE OF CONTENTS

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QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following questions and answers are intended to briefly address some commonly asked questions regarding the merger, the merger agreement and the special meeting. We urge you to read carefully the remainder of this proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional important information is also contained in the annexes to, and the documents incorporated by reference in, this document.

This proxy statement/prospectus includes important information about the merger, the merger agreement, a copy of which is attached as Annex A to this proxy statement/prospectus, and the special meeting. National Penn shareholders should read this information carefully and in its entirety. The enclosed voting materials allow shareholders to vote their shares without attending the special meeting in person.

The proposal to approve certain compensation arrangements for National Penns named executive officers in connection with the merger requires the affirmative vote of a majority of the votes cast by all National Penn shareholders entitled to vote thereon; however, such vote is advisory (non-binding) only. If your shares

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of National Penn common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, your vote will not be considered cast with respect to the merger-related named executive officer compensation proposal and this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation. If you fail to submit a proxy or vote in person at the special meeting, or if you do not instruct your bank, brokerage firm or other nominee to vote your shares of National Penn common stock in favor of the proposal, your shares of National Penn common stock will not be voted, and this will not have an effect on the advisory (non-binding) vote to approve the merger-related named executive officer compensation except to the extent it results in there being insufficient shares present at the meeting to establish a quorum. The vote on the merger-related named executive officer compensation proposal is separate from the vote to approve the merger agreement. You may vote against the merger-related named executive officer compensation proposal and for approval of the merger agreement and vice versa. You also may abstain from this proposal and vote on the merger agreement proposal and vice versa.

The approval of adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement requires the affirmative vote of a majority of the votes cast by all National Penn shareholders entitled to vote thereon, whether or not a quorum is present. If your shares of National Penn common stock are present at the special meeting but are not voted on the proposal, or if you vote to abstain on the proposal, your vote will not be considered cast with respect to the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement and this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement. If you fail to submit a proxy or vote in person at the special meeting or if your shares of National Penn common stock are held through a bank, brokerage firm or other nominee and you do not instruct your bank, brokerage firm or other nominee to vote your shares of National Penn common stock, your shares of National Penn common stock will not be voted, and this will not have an effect on the vote to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

See the section entitled, Information About the Special MeetingRecord Date and Quorum beginning on page 39 of this proxy statement/prospectus.

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Restricted Stock Awards . At the effective time, each award in respect of a share of National Penn common stock subject to vesting, repurchase or other lapse restriction that is outstanding immediately prior to the effective time (which we refer to as a National Penn restricted stock award) will fully vest and be converted into the right to receive, without interest, the merger consideration payable under the merger agreement based on the holders election in accordance with and subject to the merger agreement.

Restricted Stock Unit Awards . At the effective time, each restricted stock unit award in respect of shares of National Penn common stock (other than a National Penn deferred stock unit award described below) that is outstanding immediately prior to the effective time (which we refer to as a National Penn restricted stock unit award) will fully vest and be converted into the right to receive, without interest, a payment equal to the merger consideration payable under the merger agreement based on the holders election in accordance with and subject to the merger agreement.

Deferred Stock Unit Awards . At the effective time: (i) each National Penn deferred stock unit award that is outstanding immediately prior to the effective time and that will settle in connection with the merger (which we refer to as a National Penn settled deferred stock unit award) will fully vest and be converted into the right to receive, without interest, a payment equal to the merger consideration payable under the merger agreement based on the holders election in accordance with and subject to the merger agreement; and (ii) each National Penn deferred stock unit award that is outstanding immediately prior to the effective time and that will not settle in connection with the merger, will fully vest and be converted, at the election of the holder thereof, into either (A) a cash-settled deferred stock unit award with a dividend reinvestment feature (which we refer to as a BB&T converted deferred stock unit award) with respect to a number of shares of BB&T common stock equal to the product of (1) the number of shares of National Penn common stock subject to the National Penn deferred stock unit award immediately prior to the effective time multiplied by (2) the exchange ratio, with the BB&T converted deferred stock unit award to settle in accordance with the applicable deferral election, or (B) a deferred cash account accruing interest credits at the rate provided under the National Penn Directors Fee Plan as in effect on August 17, 2015 (which we refer to as a BB&T converted deferred cash account) with an initial account balance equal to the product of (1) the number of shares of National Penn common stock subject to the National Penn deferred stock unit award immediately prior to the effective time multiplied by (2) the cash consideration, with the BB&T converted deferred cash account to be paid in accordance with the applicable deferral election.

See The Merger AgreementTreatment of National Penn Equity Awards beginning on page 75 of this proxy statement/prospectus.

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The United States federal income tax consequences described above may not apply to all holders of National Penn common stock. Your tax consequences will depend on your individual situation. Accordingly, we strongly urge you to consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

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If your shares of National Penn common stock are held in the name of a bank, brokerage firm or other nominee, you will need proof of ownership of your shares of National Penn common stock to attend the special meeting. A recent bank or brokerage account statement indicating your National Penn holdings is an example of proof of ownership. If you arrive at the meeting without an admission ticket, National Penn will admit you only upon verification that you are a National Penn shareholder.

To make a valid election, each National Penn shareholder, and holder of National Penn restricted stock awards, National Penn restricted stock unit awards and settled deferred stock unit awards, must submit a properly completed form of election (including duly executed transmittal materials included in the form of election), together with, for shareholders only, stock certificates or an appropriate guarantee of delivery of such stock certificates, so that it is received by the exchange agent at or prior to the election deadline in accordance with the instructions on the form of election. Holders of National Penn restricted stock unit awards and settled deferred stock unit awards will not be required to deliver stock certificates or an appropriate guarantee for the shares underlying such awards. Shares of National Penn common stock as to which the holder has not made a valid election prior to the election deadline, including as a result of revocation, will be deemed non-election shares.

As promptly as practicable (and no later than five business days) after the effective time, the exchange agent will mail to each holder of record of shares of National Penn common stock that has not previously submitted its certificates or book-entry shares with a form of election, a letter of transmittal and instructions relating to receipt of the merger consideration.

After receiving the proper documentation, following the effective time, the exchange agent will forward to each holder of record of shares of National Penn common stock who properly surrender their certificates or book entry shares to the exchange agent, together with a properly completed and duly executed letter of transmittal or form of election, as applicable, the cash, BB&T common stock or combination of cash and BB&T common stock to which such holder is entitled. More information on the election procedures and on the documentation National Penn shareholders are required to deliver to the exchange agent may be found under the captions The Merger AgreementElections as to Form of Consideration and The Merger AgreementExchange and Payment Procedures beginning on pages 73 and 74, respectively, of this proxy statement/prospectus.

Until they surrender their National Penn stock certificates or book entry shares in accordance with the instructions provided to them, former National Penn shareholders who hold National Penn stock certificates or book entry shares will not be entitled to be paid dividends with a record date after the closing of the merger that is otherwise payable on the shares of BB&T common stock into which their shares of National Penn common stock are exchangeable.

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Any such payment of dividends by BB&T would require approval by the BB&T board of directors and the board may change its dividend policy at any time. See Comparative Per Share Market Price and Dividend Information beginning on page 28 for a comparison of the historical dividend practices of the two companies.

If your shares are held by a bank, brokerage firm or other nominee, you are considered the beneficial owner of shares held in street name, and your bank, brokerage firm or other nominee is considered the shareholder of record with respect to those shares. Your bank, brokerage firm or other nominee will send you, as the beneficial owner, a package describing the procedure for voting your shares. You should follow the instructions provided by them to vote your shares. You are invited to attend the special meeting; however, you may not vote these shares in person at the special meeting unless you obtain a legal proxy from your bank, brokerage firm or other nominee that holds your shares, giving you the right to vote the shares at the special meeting.

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Beneficial Owner . If you are a beneficial owner, please refer to the instructions provided by your bank, brokerage firm or other nominee to see which of the above choices are available to you. Please note that if you are a beneficial owner and wish to vote in person at the special meeting, you must obtain a legal proxy from your bank, brokerage firm or other nominee.

Participant in National Penn Employee Stock Purchase Plan or Dividend Reinvestment Plan. If you participate in National Penns Dividend Reinvestment and Stock Purchase Plan and/or Employee Stock Purchase Plan, your proxy will represent the number of shares registered in your name and the number of shares credited to your Dividend Reinvestment Plan and/or Employee Stock Purchase Plan accounts.

Participant in National Penn 401(k) Plan or 3 rd Fed Bank Employee Stock Ownership Plan. If you invest in National Penn common stock through the National Penn Bancshares, Inc. Capital Accumulation Plan, which we refer to as the National Penn 401(k) Plan, or through the 3 rd Fed Bank Employee Stock Ownership Plan, you will receive a vote instruction card for each plan that reflects all shares you may direct the trustees to vote on your behalf under the respective plans. Under the terms of the National Penn 401(k) Plan, a participant may direct the trustee how to vote the shares credited to his or her account. Under the terms of the 3 rd Fed Bank Employee Stock Ownership Plan, all allocated shares of National Penn common stock held by the plan are voted by the trustee, as directed by plan participants. You will be separately provided information about how to instruct the trustees of these plans to vote your shares held by such plans.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted FOR the proposal to approve the merger agreement, FOR the proposal to approve, by advisory (non-binding) vote, the merger-related executive compensation, and FOR adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the merger agreement.

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National Penns directors, officers and employees also may solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies. National Penn will also request that brokerage houses and other custodians, nominees and fiduciaries send these proxy materials to beneficial owners of National Penn common stock. National Penn will, upon request, reimburse such brokerage houses and custodians for their reasonable expenses in assisting with the solicitation of proxies.

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RISK FACTORS

In addition to the other information contained in or incorporated by reference into this proxy statement/prospectus, including the matters addressed under the caption Cautionary Statement Regarding Forward-Looking Statements on page 30, you should consider the following risk factors carefully in deciding whether to vote to approve the merger agreement. Additional risks and uncertainties not presently known to BB&T or National Penn that are not currently believed to be important to you, if they materialize, also may adversely affect the merger and BB&T as the surviving corporation in the merger.

In addition, National Penns and BB&Ts respective businesses are subject to numerous risks and uncertainties, including the risks and uncertainties described, in the case of BB&T, in its Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent Quarterly Reports on Form 10-Q, and in the case of National Penn, in its Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent Quarterly Reports on Form 10-Q, each of which are incorporated by reference into this proxy statement/prospectus. See the section entitled Where You Can Find More Information beginning on page 113 of this proxy statement/prospectus.

RISK FACTORS RELATING TO THE MERGER

Because the market price of BB&T common stock may fluctuate, you cannot be certain of the precise value of the stock consideration you may receive in the merger.

At the time the merger is completed, each issued and outstanding share of National Penn common stock, except for shares of National Penn common stock owned by National Penn as treasury stock or owned by National Penn or BB&T (in each case other than shares of National Penn common stock held in any National Penn benefit plans or related trust accounts, managed accounts, mutual funds and the like, or otherwise held in a fiduciary or agency capacity or as a result of debts previously contracted), will be converted into the right to receive either (i) $13.00 in cash or (ii) 0.3206 shares of BB&T common stock, based on the holders election and subject to proration.

There will be a time lapse between each of the date of this proxy statement/prospectus, the date on which National Penn shareholders vote to approve the merger agreement at the special meeting, the election deadline by which National Penn shareholders may elect to receive the cash consideration or the stock consideration and the date on which National Penn shareholders entitled to receive shares of BB&T common stock under the merger agreement actually receive such shares. The market value of BB&T common stock may fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, changes in BB&Ts businesses, operations and prospects and regulatory considerations. Many of these factors are outside of the control of National Penn and BB&T. Consequently, at the time National Penn shareholders must decide whether to approve the merger agreement and, if applicable, to elect to receive stock consideration, they will not know the actual market value of the shares of BB&T common stock they may receive when the merger is completed. The value of the cash consideration is fixed at $13.00, but the actual value of the shares of BB&T common stock received by the National Penn shareholders who receive stock consideration will depend on the market value of shares of BB&T common stock on that date. This value will not be known at the time of the special meeting and may be more or less than the current price of BB&T common stock or the price of BB&T common stock at the time of the special meeting or at the time an election is made, and the implied value of the stock consideration may be more or less than the value of the cash consideration at the completion of the merger.

The market price for BB&T common stock may be affected by factors different from those that historically have affected National Penn.

Upon completion of the merger, holders of National Penn common stock who receive stock consideration in the merger will become holders of BB&T common stock. BB&Ts businesses differ from those of National Penn, and accordingly the results of operations of BB&T will be affected by some factors that are different from

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those currently affecting the results of operations of National Penn. For a discussion of the businesses of BB&T and National Penn and of some important factors to consider in connection with those businesses, see the section entitled The Parties to the Merger beginning on page 43 of this proxy statement/prospectus and the documents incorporated by reference referred to under the section entitled Where You Can Find More Information beginning on page 113, including, in particular, in the section entitled Risk Factors in BB&Ts Annual Report on Form 10-K for the year ended December 31, 2014.

National Penns shareholders will have a reduced ownership and voting interest after the merger and will exercise less influence over management.

Currently, National Penns shareholders have the right to vote in the election of the board of directors of National Penn and the power to approve or reject any matters requiring shareholder approval under Pennsylvania law and National Penns charter and bylaws. Upon the completion of the merger, each National Penn shareholder who receives shares of BB&T common stock will become a shareholder of BB&T with a percentage ownership of BB&T that is smaller than the shareholders current percentage ownership of National Penn. After the merger, holders of National Penn shares (including shares subject to National Penn restricted stock awards, National Penn restricted stock unit awards and National Penn deferred stock unit awards that will settle in connection with the merger) in the aggregate are expected to become owners of approximately 4% of the outstanding shares of BB&T common stock (without giving effect to any shares of BB&T common stock held by National Penn shareholders prior to the merger). Even if all former National Penn shareholders voted together on all matters presented to BB&Ts shareholders, from time to time, the former National Penn shareholders would exercise significantly less influence over BB&T after the merger relative to their influence over National Penn prior to the merger, and thus would have a less significant impact on the approval or rejection of future BB&T proposals submitted to a shareholder vote.

BB&T may be unable to successfully integrate National Penns operations and may not realize the anticipated benefits of acquiring National Penn.

BB&T and National Penn have operated and, until the completion of the merger, will continue to operate, independently. The success of the merger, including anticipated benefits and cost savings, will depend, in part, on BB&Ts ability to successfully integrate National Penns operations in a manner that results in various benefits, including, among other things, enhanced revenues and revenue synergies, an expanded market reach and operating efficiencies and that does not materially disrupt existing customer relationships nor result in decreased revenues due to loss of customers. The process of integrating operations could result in a loss of key personnel or cause an interruption of, or loss of momentum in, the activities of one or more of the surviving banks businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the ability of BB&T or National Penn to maintain relationships with customers and employees. The diversion of managements attention and any delays or difficulties encountered in connection with the merger and the integration of National Penns operations could have an adverse effect on the business, financial condition, operating results and prospects of the surviving corporation after the merger.

The success of the surviving corporation following the merger will depend in part on the ability of BB&T to integrate the two businesses. If BB&T experiences difficulties in the integration process, including those listed above, BB&T may fail to realize the anticipated benefits of the merger in a timely manner or at all. Failure to achieve these anticipated benefits could result in increased costs, decreases in the amount of expected revenues and diversion of managements time and energy and could have an adverse effect on the surviving corporations business, financial condition, operating results and prospects.

Among the factors considered by the boards of directors of BB&T and National Penn in connection with their respective approvals of the merger agreement were the benefits that could result from the merger. We cannot give any assurance that these benefits will be realized within the time periods contemplated or at all.

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The merger agreement limits National Penns ability to pursue alternatives to the merger.

The merger agreement contains provisions that may discourage a third party from submitting an acquisition proposal to National Penn that might result in greater value to National Penns shareholders than the merger, or may result in a potential competing acquirer proposing to pay a lower per share price to acquire National Penn than it might otherwise have proposed to pay. These provisions include a general prohibition on National Penn from soliciting or, subject to certain exceptions relating to the exercise of fiduciary duties by the National Penn board, entering into discussions with any third party regarding, an acquisition proposal or offers for competing transactions. National Penn also has an unqualified obligation to submit the proposal to approve the merger to a vote by its shareholders, even if National Penn receives an alternative acquisition proposal that its board of directors believes is superior to the merger. In addition, National Penn may be required to pay BB&T a termination fee of $64.5 million in certain circumstances involving acquisition proposals for competing transactions. See the sections entitled The Merger AgreementTermination of the Merger Agreement and The Merger AgreementTermination Fee beginning on pages 86 and 87, respectively.

The merger agreement may be terminated in accordance with its terms and the merger may not be completed.

The merger agreement is subject to a number of conditions which must be fulfilled in order to complete the merger. Those conditions include: the approval of the merger proposal by National Penn shareholders, the receipt of all required regulatory approvals and expiration or termination of all statutory waiting periods in respect thereof, the accuracy of representations and warranties under the merger agreement (subject to the materiality standards set forth in the merger agreement), BB&Ts and National Penns performance of their respective obligations under the merger agreement in all material respects and each of BB&Ts and National Penns receipt of a tax opinion to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code. These conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed.

In addition, if the merger is not completed by August 17, 2016, either BB&T or National Penn may choose not to proceed with the merger, and the parties can mutually decide to terminate the merger agreement at any time, before or after shareholder approval. In addition, BB&T and National Penn may elect to terminate the merger agreement in certain other circumstances. If the merger agreement is terminated under certain circumstances, National Penn may be required to pay a termination fee of $64.5 million to BB&T. See the section entitled The Merger AgreementTermination Fee beginning on page 87 for a fuller description of these circumstances.

Failure to complete the merger could negatively impact the stock price and the future business and financial results of National Penn.

If the merger is not completed for any reason, including as a result of National Penn shareholders declining to approve the merger agreement, the ongoing business of National Penn may be adversely affected and, without realizing any of the benefits of having completed the merger, National Penn would be subject to a number of risks, including the following:

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In addition to the above risks, if the merger agreement is terminated and National Penns board of directors seeks another merger or business combination, National Penn shareholders cannot be certain that National Penn will be able to find a party willing to offer equivalent or more attractive consideration than the consideration BB&T has agreed to provide in the merger. If the merger agreement is terminated under certain circumstances, National Penn may be required to pay a termination fee of $64.5 million to BB&T. See the section entitled The Merger AgreementTermination Fee beginning on page 87.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or cannot be met.

Before the transactions contemplated in the merger agreement, including the merger and the bank merger, may be completed, various approvals must be obtained from the bank regulatory and other governmental authorities. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under The MergerRegulatory Approvals. An adverse development in either partys regulatory standing or these factors could result in an inability to obtain one or more approvals or delay their receipt. These governmental entities may impose conditions, limitations or costs, require branch divestitures or place restrictions on the conduct of BB&T after the closing as a condition to the granting of such approvals or require changes to the terms of the merger or the bank merger. Such conditions or changes and the process of obtaining regulatory approvals could have the effect of delaying completion of the merger or of imposing additional costs or limitations on BB&T following the merger, any of which might have an adverse effect on the surviving corporation following the merger. The regulatory approvals may not be received at any time, may not be received in a timely fashion, and may contain conditions on the completion of the merger that adversely affect the surviving corporations business following the closing, or which are not anticipated or cannot be met.

National Penn will be subject to business uncertainties while the merger is pending, which could adversely affect its business.

Uncertainty about the effect of the merger on employees and customers may have an adverse effect on National Penn, and, consequently, the surviving corporation. These uncertainties may impair National Penns ability to attract, retain and motivate key personnel until the merger is consummated and for a period of time thereafter, and could cause customers and others that deal with National Penn to seek to change their existing business relationships with National Penn. Employee retention at National Penn may be particularly challenging during the pendency of the merger, as employees may experience uncertainty about their roles with the surviving corporation following the merger. In addition, the merger agreement restricts National Penn from making certain acquisitions and taking other specified actions without the consent of BB&T, and generally requires National Penn to continue its operations in the ordinary course, until the merger closes. These restrictions may prevent National Penn from pursuing attractive business opportunities that may arise prior to the completion of the merger. Please see the section entitled The Merger AgreementConduct of Businesses of National Penn and BB&T Prior to Completion of the Merger beginning on page 78 for a description of the restrictive covenants to which National Penn is subject.

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Directors and executive officers of National Penn may have interests in the merger that are different from, or in addition to, the interests of National Penn shareholders.

Directors and executive officers of National Penn may have interests in the merger that are different from, or in addition to, interests of National Penn shareholders generally. These interests include, among others, the treatment of outstanding equity awards pursuant to the merger agreement, certain payments and benefits payable under employment, change in control, and retention or consulting agreements entered into with executive officers, and rights to ongoing indemnification and insurance coverage by the surviving corporation for acts or omissions occurring prior to the merger. These interests also include BB&Ts agreement to invite members of the National Penn board of directors to serve as members of a BB&T regional advisory board at or promptly following the effective time. The National Penn board was aware of and considered those interests, among other matters, in reaching its decisions to (i) approve and adopt the merger agreement and the transactions contemplated thereby, and (ii) resolve to recommend the approval of the merger agreement to National Penn shareholders. See the section entitled Interests of National Penns Directors and Executive Officers in the Merger beginning on page 91 of this proxy statement/prospectus for a more detailed description of these interests.

Shares of BB&T common stock to be received by National Penn shareholders as a result of the merger will have rights different from the shares of National Penn common stock.

Upon completion of the merger, the rights of former National Penn shareholders who receive stock consideration will be governed by the articles of incorporation and bylaws of BB&T and by North Carolina corporate law. The rights associated with BB&T common stock and the terms of North Carolina corporate law are different from the rights associated with National Penn common stock and the terms of Pennsylvania corporate law, which currently govern the rights of National Penn shareholders. Please see the section entitled Comparison of Shareholders Rights beginning on page 102 for a discussion of the different rights associated with BB&T common stock.

The merger may not be accretive, and may be dilutive, to BB&Ts earnings per share, which may negatively affect the market price of BB&T common stock received by you as a result of the merger.

Because shares of BB&T common stock will be issued in the merger, it is possible that, although BB&T currently expects the merger to be accretive to earnings per share in the first full year excluding one-time charges, the merger may be dilutive to BB&T earnings per share, which could negatively affect the market price of shares of BB&T common stock.

In connection with the completion of the merger, based on the number of issued and outstanding shares of National Penn common stock as of October 20, 2015, BB&T would issue approximately 32,690,684 shares of BB&T common stock. The issuance of these new shares of BB&T common stock could have the effect of depressing the market price of shares of BB&T common stock through dilution of earnings per share or otherwise.

In addition, future events and conditions could increase the dilution that is currently projected, including adverse changes in market conditions, additional transaction and integration related costs and other factors such as the failure to realize some or all of the benefits anticipated in the merger. Any dilution of, or delay of any accretion to, BB&T earnings per share could cause the price of shares of BB&T common stock to decline or grow at a reduced rate.

BB&T will incur significant transaction and merger-related costs in connection with the merger.

BB&T expects to continue to incur a number of non-recurring costs associated with completing the merger, combining the operations of the two companies and achieving desired synergies. These fees and costs have been, and will continue to be, substantial.

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BB&T will incur transaction fees and costs related to formulating and implementing integration plans, including facilities and systems consolidation costs and employment-related costs. BB&T continues to assess the magnitude of these costs, and additional unanticipated costs may be incurred in the merger and the integration of the two companies businesses. Although BB&T expects that the elimination of duplicative costs, as well as the realization of other efficiencies related to the integration of the businesses, should allow BB&T to offset integration-related costs over time, this net benefit may not be achieved in the near term, or at all. See the risk factor entitled BB&T may be unable to successfully integrate National Penns operations and may not realize the anticipated benefits of acquiring National Penn above.

Other significant non-recurring transaction costs related to the merger include, but are not limited to, fees paid to legal, financial and accounting advisors, severance and benefit costs and filing fees.

Each of BB&T and National Penn has incurred and will incur substantial expenses in connection with the negotiation and completion of the transactions contemplated by the merger agreement, as well as the costs and expenses of filing, printing and mailing this proxy statement/prospectus and all filing and other fees paid to the SEC in connection with the merger.

BB&T and National Penn have agreed in the merger agreement to use their respective reasonable best efforts, subject to certain limitations, to make certain governmental filings and obtain the various regulatory approvals. See the risk factor entitled Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated and cannot be met above.

The costs described above, as well as other unanticipated costs and expenses, could have a material adverse effect on the financial conditions and operating results of the surviving corporation following the closing of the merger.

Litigation relating to the merger could require us to incur significant costs and suffer management distraction, as well as delay and/or enjoin the merger.

National Penn has received three letters from attorneys representing three different purported shareholders, demanding that the National Penn board remedy alleged breaches of fiduciary duties in connection with the merger. The three purported National Penn shareholders who sent the letters identified above have now filed purported shareholder class action and derivative complaints in the Court of Common Pleas of Lehigh County, Pennsylvania captioned Palkon v. Thomas A. Beaver, et al., No. 2015-C-2807, Andriole v. Thomas A. Beaver et al., No. 2015-C-3107, and Zhang v. Thomas A. Beaver et al., No. 2015-C-3123. The lawsuits name as defendants each of the current members of National Penns board of directors and BB&T, and name National Penn as a nominal defendant. They further allege that the National Penn directors and officers are conflicted with respect to the proposed transaction, including with respect to the financial projections regarding National Penn and the analysis undertaken by Sandler ONeill in support of its fairness opinion, that the registration statement filed on September 25, 2015 failed to disclose material information relating to the transaction, and that BB&T aided and abetted the alleged breaches of fiduciary duty. The complaints seek injunctive relief to prevent the consummation of the merger or, in the event the merger is consummated, monetary damages allegedly resulting from the alleged wrongful conduct of the director defendants and BB&T.

A negative outcome in these suits could have a material adverse effect on National Penn and BB&T if they result in preliminary or permanent injunctive relief or rescission of the merger agreement. Such actions may also create additional uncertainty relating to the merger, and responding to such demands and defending such actions may be costly and distracting to management. Neither National Penn nor BB&T is currently able to predict the outcome of the suits with any certainty. Additional suits arising out of or relating to the proposed transaction may be filed in the future. If additional similar complaints are filed, absent new or different allegations that are material, National Penn and BB&T will not necessarily announce such additional filings.

On September 23, 2015, the National Penn board established a special litigation committee of independent directors to review and investigate the allegations in the demand letters and derivative complaint relating to the

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proposed merger, and to make recommendations to the board regarding what actions the company should take concerning the demand letters and the complaint. The Committee has retained the law firm of Harkins Cunningham LLP as its legal counsel.

National Penn and BB&T could be subject to additional demands or litigation related to the merger, whether or not the merger is consummated. Such actions may create additional uncertainty relating to the merger, and responding to such demands and defending such actions may be costly and distracting to management. Although there can be no assurance as to the ultimate outcomes of the demands or any subsequent litigation, neither National Penn nor BB&T believes that the resolution of such demands or any subsequent litigation will have a material adverse effect on its respective financial position, results of operations or cash flows.

The opinion received by the National Penn board of directors from Sandler ONeill has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of the opinion.

The opinion delivered to the National Penn board of directors by Sandler ONeill, financial advisor to National Penn, as to the fairness, from a financial point of view, of the merger consideration to be received by the holders of National Penn common stock in the proposed merger speaks only as of August 17, 2015, the date of such opinion. Changes in the operations and prospects of BB&T or National Penn, general market and economic conditions and other factors which may be beyond the control of BB&T and National Penn may have altered the value of BB&T or National Penn or the sale prices of shares of BB&T common stock as of the date of this proxy statement/prospectus, or may alter such values and sale prices by the time the merger is completed. Sandler ONeill does not have any obligation to update, revise or reaffirm its opinion to reflect subsequent developments and has...


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